Explosions rupture the ground. Anakin quickly shields his face with his arm against the spray of pebbles and shrapnel. Dirt coats him from head to toe; he tastes it in his mouth. It's a tad difficult to stay clean when war makes its way to a desolate planet. It reminds him of Geonosis, though less red and with normal-sized bugs. It reminds him of Tatooine too, which he immediately dismisses.

Through the hazy cloud of kicked up dirt, white plastoid stands out starkly despite the grime that clings to them. No amount of blaster burns and grit can hide the brilliant blue that marks them as the 501st. Anakin's men.

The Clones tussle tooth and nail against the battle droids. Blue plasma punches through metal flesh. Hands tear heads off mechanical shoulders. An occasional fist connects with a solid jaw. Pride swells in Anakin's chest. These are professional soldiers, yet they're still people. And people do whatever it takes to survive. They do whatever it takes to win.

A firm yank on his arm pulls Anakin down behind a boulder. A familiar dirt-streaked, war-worn helmet greets him, the Jaig Eyes glaring as strongly as the black T-visor.

"Daydreaming on the battlefield, sir?"

"Just planning our next move, Captain," corrects Anakin, touched by his second's concern. "What's our status?"

"We've engaged the enemy head on as ordered, General. We've met heavy resistance, but we're pushing through to their location."

Anakin nods as a plan solidifies in his mind. "Let's get some men to flank from behind. We'll keep the enemy occupied here. Once they're surrounded, we'll reposition the tanks and push in with everything we got."

As an uninhabited moon in a neutral system, Ultos is the perfect place for the Separatists to build a secret base. Luckily for the Republic, they couldn't hide from Quinlan Vos. He reported to the Council that Separatists built a droid factory. Not to the same scale as the one Anakin, Padmé and Obi-Wan found on Geonosis, but a threat all the same if the Separatists could grow an army undisturbed. Not if Anakin and the 501st had anything to say about it.

Anakin ducks as an explosion too close for comfort rains debris upon them.

"Orders, sir?" prompts Rex once the tremor settled.

"You're with me. We'll let Ahsoka and Jesse lead flank." He scans the fray. "Where is Ahsoka anyways?"

Rex juts his chin toward the thick of the fight. "Tried to keep an eye on her, sir. She's a bit... eager."

She has me for a master after all, he internally sighs. I wonder if this is how Obi-Wan felt. "She can handle herself, Rex, but thank you. I'll go find her. Update Jesse, will you?"

"Sir, yes sir!"

With an affirming nod, Anakin leaps back into the battle. A myriad of droids fall to his blade as he cut his way to his padawan. He can spot her green lightsaber flashing in the distance. Battle droids drop like flies around her. As he moves closer, he can see the determined set of her jaw and the flash of excitement in her eyes. She most likely picked that up from his own bad example. Yet she remains focused on the moment and defends the men around her. Ahsoka hasn't been under his tutelage long, but is already displaying growth. Again, pride bloomed in Anakin's chest.

"Having fun, Snips?" He soars over a super battle droid and slashes it to bits from behind. He stands back-to-back with Ahsoka, watching her vulnerable side as she watches his.

"Just picking up your slack, Skyguy," quips the Togruta, a bit breathless. "What were you doing back there?"

"Giving Rex the plan. How about I take the heavy lifting while you take Jesse and some men around to flank?"

"You got it, Master–" Then she grins, her sharp teeth gleaming brighter against the dirt dulling her vibrant orange skin– "if you can manage it."

Anakin smoothly meets her cheek with his own. "Is that anyway to speak to your mentor, my young apprentice?"

"It is if they deserve it, which you do. Isn't that right, Rex?"

Anakin follows her gaze to find his captain jogging to them with Jesse in tow.

"Please leave me out of this, Commander."

Anakin bites back a smile. Ever since Ahsoka became his padawan, Rex has been the unfortunate and unwilling victim of the Jedi duo's banter. Although they're both technically older than him, Rex has been forced to act his physical age when his commanding officers want to be childish.

Anakin takes pity on his captain. "All right, let's focus. Jesse, you know the plan?"

"Yes, sir! Ready to surprise some clankers," the Clone responds earnestly, popping off a few droids with his blaster as he spoke.

"Great!" chirps Ahsoka, just as eager. "Follow me, Jesse."

With that, the pair take off.

"Kids," Rex mutters fondly. He hefts his twin pistols. "Ready when you are, General."

  Anakin nods and positions his blue lightsaber close to his body in a ready stance. He inhales deeply, calming his mind and tapping into the Force. "Let's go."

With his men beside him and behind him, Anakin Skywalker leads the charge. Their battle cry echoes off the canyon walls as they push through the droids' defenses with everything they have. Their enemy scatters in disarray, making it easy to pick them off. Once Ahsoka and her squad cut them off from behind, the battle will be won.

A screech from above steals the air from Anakin's lungs. A quick glance to the sky confirms his fears. A full squad of Hyena bombers speckle the blue. While the Republic would never bomb their own men, the Separatists share no such qualms. The bombers drop deadly projectiles upon them. Explosions throw Anakin off his feet and carve craters into the surface.

"Rex!" hollers Anakin between coughing up dust. Another explosion shakes the ground. "Rex!"

"Here, sir!" His second crawls into his line of sight. Fresh dirt cakes his armor, almost completely obscuring the blue paint.

"Order the troops to retreat." The two men help each other stand. The unceasing quakes threaten to topple them over again. "Go! I'll find Ahsoka."

The helmet nods before Rex turns and runs, barking the order to his men. Raising his blade, the Jedi ventures deeper into the chaos.

The cloud raised by the bombing is so thick, Anakin can barely see an arms-length ahead of him. He lets the Force guide him to the pinprick he recognizes well as his padawan. Despite the invisible power tugging him along, his feet still stumble into holes in the ground, kick metal parts, and trip over what he hopes isn't the remains of his men. Hoarsely, he calls for retreat to those still alive. They streak past him, sometimes accidentally bodychecking. Anakin ignores it, raising his lightsaber high to light his way and to avoid skewering anyone.

A green light raised in a similar manner catches his eye. He hurries toward it to find his padawan, Jesse, and a full squad of men.

"Master," Ahsoka coughs into her elbow, "the bombers–"

"I know, Snips. I called a retreat."

The young Togruta's shoulders slump in reluctant defeat. She hates to turn and run just as much as he does. He's still teaching her that retreat is not giving up, merely living to fight another day. Heavy casualty is not heroic; it's senseless.

He rests a gloved hand on her shoulder. "Lead your men to safety, Ahsoka."

The gentle handoff of authority has the desired effect. The padawan squares her shoulders. Glancing back at her men, she wordlessly gestures onward with her blade. Anakin lets them go ahead, bringing in the rear to protect their flank.

As they journey through the carnage, the bombs quiet and the dust begins to settle. While Anakin is grateful they can see, he doesn't like losing their cover. The Hyena bombers could still be above them, waiting for a target to obliterate.

If Ahsoka shares his concerns, she doesn't show it. She leads her squad through the battlefield with confidence, occasionally cutting down a stray battle droid or calling out to a lost soldier.

The dust cloud has almost settled completely when they reunited with their troops. Rex jogs up to them. Even with the helmet hiding his face, Anakin senses his relief.

"Glad to see you back, General." With a dip of his chin towards Ahsoka, he adds, "Commander." To Jesse, they clasp hands with brotherly vigor before slapping his shoulder and sending him to the others.

"What's our status, Captain?"

"Getting a headcount as we speak, sir. Our canons took out most of the bombers and they in turn took out all but two of our canons."

Anakin closes his eyes and grits his teeth. That is a grave loss. One that could cost them the victory. His men had been gunning down this factory for days to no avail. They need help, and Anakin isn't above asking for it.

Opening his eyes again, he looks to his padawan. "Let's get in contact with Admiral Yularen. If he can reach Obi-Wan for us, we may have the numbers to push for the factory. In the meantime, we hold out."

Doubt flickers in Ahsoka's eyes. "Do you think we can for that long?"

Anakin holds his tongue for a moment. In times like these, he has to weigh truth against encouragement. Though a Jedi padawan, Ahsoka is still a child in the middle of a war. She has immeasurable courage for her age–for anyone–which Anakin marvels. She can handle the truth, but if he can spare her some fear without risk of ill-preparation, he will.

"We'll have to, Snips. We can do it." A mixture of truth and confidence.

Before he can decide if she believes him, a warning cry shatters the peace. Anakin whirls around and squints against the sun. A lone bomber speeds towards them. Its artificial eyes glints murderous red as smoke trails behind it. A wounded suicide bomber.

"Run!" shouts Ahsoka before he can.

"To the trenches!" he adds to her order. He stays behind them as his men dive into the trench they dug at the start of their campaign. He catches Ahsoka's arm as she stumbles on uneven ground.

The squeal of the bomber's engines overwhelms his senses. He feels it descend upon them. They're too slow. Many men will be crushed; lives senselessly lost.

He stops running. Summoning the Force, Anakin shoves his hands forward and pushes the rest of his men to safety.

His action has more power than he intended. To his horror, he feels his faithful padawan beside him, following his lead and putting herself before their troops.

He twists and tackles her to the ground, shielding her tiny body with his own as the ship makes impact. Darkness envelopes him in its embrace, and he lets it.